NO PURCHASE NECESSARY. OPEN TO 501(C)(3) TAX-EXEMPT NONPROFIT ENTITIES AND PERSONS OVER TWENTY-ONE (21) YEARS OLD. VOID WHERE PROHIBITED.
Cultivate Wines LLC (the “Sponsor”) is in the business of making and selling wine nationwide. Sponsor donates 10% of its gross revenue to causes related to education and basic human needs. The Cultivate Give is a substantial element, although not the exclusive means, of Sponsor’s program of giving 10% of its revenue to such causes. The Cultivate Give is an online grant program which makes available a portion of Sponsor’s revenues to be granted to non-profits which are intended to support education and basic human needs through an online, democratic voting process (“Grant Program”). The Grant Program is open to non-profit organizations (which have a maximum of $15 million in annual revenue) (see Section I below for more eligibility requirements).
The Grant Program consists of four (4) categories (1) HEALTH & SAFETY; (2) EDUCATION; (3) COMMUNITY; and (4) THE ENVIRONMENT (the “Categories”). The Categories are simply for organizing the Applications and have no bearing on which Applications will be eligible to receive a grant through the Cultivate Give (a “Grant”) .
For good and valuable consideration (including, without limitation, the possibility of winning grants and publicity using your name and application information), the receipt and sufficiency of which are hereby acknowledged, each person submitting an application (an “Applicant”) is submitting certain idea(s), design(s), concept(s), communication(s) and/or material(s) (the “Application”) for the benefit of the Sponsor upon the following express understandings and conditions.
BEFORE YOU SUBMIT AN APPLICATION, READ THIS AGREEMENT. YOU MUST SIGNIFY YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT BY CLICKING THE “ACCEPT” BUTTON BELOW.
THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU CLICK “ACCEPT” BELOW. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER, OR THE APPLICABLE ENTITY, TO THESE TERMS AND CONDITIONS; (II) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THIS AGREEMENT. IF YOU DON’T HAVE THE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR THE APPLICABLE ENTITY, PLEASE DO NOT CLICK THE “ACCEPT” BUTTON BELOW.
I. APPLICATION ELIGIBILITY.
A. 501(c)(3) Status and Eligibility.
Applicants must be registered non-profit organizations (must be an existing 501(c)(3) organization at the time of registration for the Grant Program) and have a maximum of $15 million in annual revenue. Sponsor reserves the right, at its sole and absolute discretion, to disqualify any individual, entity, and any or all Application(s) and/or votes deemed in Sponsor’s sole and absolute discretion to be (a) tampering or attempting to tamper with the entry or voting process or the operation of the Grant Program or any Sponsor website; (b) violating this Agreement; (c) violating the terms of service, conditions of use and/or general rules; or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten, harass any other person or act fraudulently in any manner. Sponsor also reserves the right to cancel any Grant Agreement and to take any further action it desires if Sponsor determines, in their sole discretion, that Applicant engaged or participated in any fraudulent activity (for example, scheme designed to exploit weaknesses in technology or result in fraudulent votes) at any time during the Grant Program Period or during the subsequent Grant Agreement period.
B. Application Content Guidelines.
1. Applications MUST:
● be in English;
● be received in accordance with the Application Entry Table in Section II.C;
● describe your organization;
● describe a cause within one of the Categories of the Grant Program;
● describe a tangible usage for the funds;
● provide a level of detail sufficient to show each of the specific activities to be carried out by the Applicant and others, if any, necessary to achieve the principal goal(s) of the submission;
● include a video and photographs meeting the requirements set forth herein; and
● include a copy of your 501(3) determination letter from the IRS.
2. Applications CANNOT to any degree:
○ involve religious advocacy, proselytizing – acts and intentions to advance a religious denomination or expand membership or encourage conversion;
○ describe a project whose purpose (solely or partially) is to re-grant potential Grant funds to another individual or organization(s). By way of example, if the purpose of Applicant’s Submission is solely or partially to transfer potential Grant funds to a third party individual or organization, such transfer of funds must be linked to a specific initiative or project of that third party individual or organization, which must be outlined in the Applicant’s Submission and abide by the other terms and conditions set forth herein;
○ involve activities by a religious organization whose purpose is only to provide services/goods/benefits to their congregation rather than all members of their community;
○ suggest legalization of any illegal activities or goods;
○ challenge, lobby for or seek to change current laws
○ be inconsistent with this Agreement;
○ be inconsistent with any corporate policy of Sponsor;
○ suggest or encourage the taking up of arms against any person, government or entity;
○ discriminate against, disparage or denigrate any race, age, gender, disability, sexual orientation, ethnicity, religion, political orientation, national origin, ancestry, marital status, veteran status or mental or physical disability;
○ disparage or denigrate a product, service, person, company or organization;
○ promote alcohol, illegal drugs or activity, tobacco, firearms/weapons, prostitution or pornography;
○ contain any profanities, be overtly sexual, suggest an intent to abuse or suggestions of violence;
○ contain photos or videos which have images of violence, drugs, pornography, or other illegal activities or goods;
○ involve political advocacy;
○ involve furtherance or expansion of a particular political policy or agenda or social policy or agenda with legislative implication;
○ feature or reference any third party commercial products and/or company trademarks, logos, brands or endorsements (including but not limited to third party logos on street scenes, panoramic views, vehicle license plates, clothing such as t-shirts, hats, etc.) without permission in any manner which Sponsor deems may violate the rights of a third party (note: an Application may contain the name and trademark of an organization to be benefited by the Grant (provided prior permission has been obtained);
○ use individuals’ names in whole or in part without permission;
○ contain materials embodying the names, likenesses, photographs, or other identifying elements of any person, living or dead without permission in any manner which Sponsor deems may violate the rights of a third party;
○ contain any copyrighted works in any manner which Sponsor deems may violate the rights of a third party (other than those owned by the Applicant or any registered member of the group or those used with permission);
○ involve any type of medical research, procedure or alternate medical treatments or therapies for either humans or animals.
3. Additional Requirements for Photographs and Video Content of Application
○ A video must reside in your YouTube or Vimeo account and comply with their Terms of Service;
○ Be in English;
○ Be clear, in focus and audible;
○ Not be marked “private” or “taken down” during moderation period;
○ Be appropriate to the theme of the Application;
○ Be the property of the Applicant;
○ Clearly state the objectives of the Application;
○ Promote or benefit one of the Categories of the Grant Program;
○ Have written permission from all individuals identifiable in the photograph(s) and/or video (as determined by Sponsor) – if an individual in the photograph(s) and/or video is under the age of majority in their state of residence, written permission must be from the individual’s parent or legal guardian;
○ A video must be less than ten minutes.
○ Photographs must be less than 1 MB each. Total number of photographs to equal five (5) (including the one (1) required photograph in your Profile).
4. Additional Requirements for Applications.
● Applicants must designate one (1) individual as to submit the Application who will act as the point of contact for Sponsor.
● If your Application is rejected for any reason, you may edit the Application from your Profile page, and then resubmit the Application in future Application Periods with the understanding that re-submission of the Application will be subject to the timing limitations set forth herein.
● If Sponsor, at any time during the Grant Program Period, receives a complaint (including but not limited to a cease and desist letter, general letter of complaint, etc.) alleging intellectual property infringement in a Applicant’s Application, Sponsor, in its sole and absolute discretion, reserves the right to remove such Application from the Website and disqualify the Application without prior notice to Applicant.
● All Eligible Grant Recipients will need to submit proof of sound financial management and solvency. All Eligible Grant Recipients will be required to complete additional documentation in order to receive Grant funds. (See Section III.C below)
II. PROGRAM STRUCTURE
A. Applying for Grants.
During the period described in the Application Entry Table below (the “Grant Program Period”), Applicants and Voters should go to www.cultivatewines.com (the “Website”) and follow the directions to register a new user profile (“Profile”).
Once you have registered your Profile, you (“Applicant”) will be able to save and submit an Application for a Grant, which must be in written form and also contain a video (a maximum of 2 minutes and photographs (a maximum of five (5) photographs) (an “Application”). Sponsor will select, in its sole discretion, one submitted photograph to be used as Applicant’s profile photo. Applicants can create their Profile at any time during the Grant Program Period. To be eligible for consideration for posting for voting, an Application must be submitted through the Website by the end of the respective Application Period, comply with this Agreement, including but not limited to those guidelines set forth in Section I.B.
Limit one (1) Profile per person/email address/ name/address/organization per Application Period. Multiple Profiles in the same Application Period may result in both Profiles being disqualified for the Grant Program and the Applications and/or Votes associated with the multiple Profiles rejected and/or removed from the Website. Limit one (1) Application per Applicant per Profile during the Grant Program Period. At the end of each Application Period, all Applications which were posted for Voting during that Application Period will be archived and inaccessible after the end of that Application Period. If an Applicant wishes to resubmit their Application, the Applicant will have to go through the process of creating and submitting a new Application.
From the time Applications have been submitted until the date Applications are posted for voting (the “Moderation Stage”), Sponsor and/or its designated representatives will review each Eligible Selected Application to determine if it meets the Grant Program guidelines and Sponsor, in its sole discretion, will determine which Applications meet the Grant Program guidelines will be eligible for voting. Sponsor will select at will fifteen (15) Applications to be posted for voting, and will select an additional 15 at random. Applicants will be notified whether their Application is being posted for voting or if their Application was rejected during the Moderation Stage by e-mail on or about the beginning of the respective Voting Period.
If an Application Period has closed, Applicants may still save an Application to their Profile for submission into the next Application Period. NOTE: saving an Application to your Profile does not constitute submitting the Application. Applications that are saved and not submitted during an Application Period will not be automatically submitted into subsequent Application Periods. Rather, Applicants will have to log into their Profile and manually submit the Application in the next or a subsequent Application Period before the end of the then-current Application Period. Once submitted, you will not be able to make changes to your Application.
Each Application Period is followed by the Voting Period that corresponds to that Application Period. At the end of each Voting Period, it is anticipated based on Sponsor’s current revenue projections that Sponsor will award five (5) $10,000 Grants and one (1) $50,000 Grant. Due to the fact that Sponsor’s aggregate level of giving is calculated based on Sponsor’s gross revenues, the actual size and number of the grants available through the Cultivate Give may vary from time to time and shall be adjusted by Sponsor based on its revenues and projected revenues.
B. Ownership/Use of Materials for Applicants
All Applications, including but not limited to, designs, ideas, concepts and communications, shall be owned solely by Applicant who shall have sole liability for all third party claims relating to or regarding the content of their Application. All Applications will be reviewed for compliance with this Agreement before being posted to the Website for voting as set forth in the Application Entry Table above; however, such review does not relieve Applicant from responsibility for compliance with this Agreement. Applicants and Applications that do not comply with this Agreement or that otherwise contain prohibited or inappropriate content as determined by the Sponsor, in its sole and absolute discretion, may be disqualified at any time and will then not be posted for voting for the applicable Voting Period or eligible to receive a grant. Sponsor (and/or its designated agent(s)), in its sole and absolute discretion, makes the final determination as to which Applicants and Applications are accepted and are eligible to take part in this Grant Program and be considered for inclusion as an Eligible Selected Application, for inclusion in the Voting Period, posted on the Website and/or be eligible to receive a Grant. From time to time during the Grant Program Period, Sponsor may, in its sole and absolute discretion, choose to feature certain recent Applicants and Applications on the Website and/or in advertising materials.
C. Grant Program Period.
Application Entry Table
Application Period Number Application Period*
(begins at 12:00:01 a.m. EST on the first date and ends 11:59:59 p.m. EST of the last date) Voting Period
(begins 12:00:01 a.m. EST of the first date and ends 11:59:59 p.m. EST of the last date)
Each Application Period is followed by a Voting Period. Individuals who are only interested in registering on the Website in order to vote (as defined below) will be required to meet the Eligibility Requirements listed above in Section I and will be required to follow the directions on the Website to register as a Voter. Voters must be 21 years of age or older.
During the Voting Periods listed in the Application Entry Table above in Section II.C an individual who has registered on the Website to vote for the Applications they think should receive Grants (“Voter”) will be allowed up to one (1) vote per day.
If Sponsor determines, in its sole and absolute discretion, that any Applicant or Voter has not complied with this Agreement in any way by, for example, (i) use of proxy voting, (ii) by registering more than one (1) time during an Application Period on the Website and/or using multiple accounts during the same Application Period, (iii) offering any type of compensation or agreeing to compensate (monetarily or otherwise) or provide any thing of value to any third party in exchange for a Vote in any manner, or (iv) other fraudulent means in an attempt to cast more than one (1) vote per day or otherwise, in Sponsor’s opinion, seek to circumvent the fairness or integrity of the vote, Sponsor reserves the right to cancel that Voter’s or Applicant’s account, disqualify all their Votes and/or disqualify any Application that they have submitted and disallow any further participation by such individual in the Grant Program.
If Sponsor determines, in its sole and absolute discretion, that an Applicant or the immediate or eventual beneficiary of an Application is connected with or in any way associated with an act of a third party that violates this agreement in any way, Sponsor will disqualify that Application and take whatever further steps Sponsor deems necessary or prudent to protect the integrity of the vote.
E. Grant Funding.
Once each Voting Period has ended, the Applicants whose Applications receive the most valid votes will be deemed Eligible Grant Recipients (the “Eligible Grant Recipients”), with the number of Eligible Grant Recipients not exceeding the number of Grants awarded with respect to such Voting Period and the largest Grants being awarded to the Eligible Grant Recipients receiving the most votes. Any ties in the number of Votes between Applications will be decided based on the Application that first received such number of Votes during the Voting Period. Sponsor’s decisions, in its sole and absolute discretion, are final and binding in all matters relating to the Grant Program and Grant Funding.
All Eligible Grant Recipients will be required to complete a Grant award acceptance package (“Grant Agreement”) (see Section III.B below for more information on the Grant Agreement), which, among other things, will require the Eligible Grant Recipient to coordinate certain activities with and disclose certain information to Sponsor. There are no substitutions of a Grant and the Grants are non-transferable.
Applicants acknowledge that Sponsor’s final determination of eligibility and ranking of Applicants is in Sponsor’s sole discretion and is not subject to appeal or review. Sponsor’s final determination of eligibility to receive a Grant will not be made until after voting and after receipt and review of materials that are required to be disclosed by Applicant following execution of the Grant Agreement.
III. OTHER TERMS AND CONDITIONS
A. Grant of Rights To Sponsor.
By submitting an Application, Applicant hereby agrees that:
a. In consideration of entering an Application in the Grant Program, Applicant, on behalf of themselves, their group/organization, their heirs, executors, administrators and assigns, hereby assigns to Sponsor an irrevocable non-exclusive, sub-licensable, perpetual, royalty-free, worldwide license and right to broadcast, publicly display, exhibit and/or otherwise use the Application and all text and graphical content, photographs, videos, and all other elements thereof, in whole or in part, on the Cultivate Give online platform and on Sponsor’s website and other online content for the purpose of operating the Cultivate Give and for the purpose of Sponsor’s merchandising, advertising, marketing, and promotional purposes in relation to the Cultivate Give (collectively, the “Purposes”). At all times, the Application shall remain the property of Participant. Notwithstanding the foregoing, Sponsor will have the exclusive right to make and/or use unlimited derivative works therefrom, to assign or transfer any or all such rights and to grant unlimited sublicenses for the Purposes. Applicant also irrevocably grants Sponsor, where not prohibited by law, an irrevocable, perpetual, worldwide, royalty-free license to the right to use Applicant’s name, trade names, trademarks, trade dress, service marks and/or logos, voice, likeness, biographical material and any other material included in its Application, for the Purposes.
b. Applicant acknowledges that they have no right of approval or consultation with respect to Sponsor's use of the Application. Sponsor will not be responsible for the return or preservation of the Application. Sponsor shall use its sole and absolute discretion in determining the extent and manner of the use of the Application, and Sponsor is not obligated in any way to use or exploit the same or any rights granted by Applicant, or any portion thereof, in any medium or any manner whatsoever, including but not limited to use on Sponsor’s website or as Sponsor may choose to use any Application or part thereof. Applicant further agrees that the Application is not being submitted in confidence or in trust, and that no confidential or fiduciary relationship is intended or created.
c. APPLICATIONS POSTED TO THIS WEBSITE ARE NOT EDITED BY SPONSOR AND ARE THE VIEWS/OPINIONS OF THE RESPECTIVE APPLICANT AND DO NOT REFLECT THE VIEWS OF SPONSOR IN ANY MANNER. Any waiver of any obligation hereunder by Sponsor does not constitute a general waiver of any obligation in favor of Applicants.
B. Grant Program Terms of Application.
As conditions of entry into this Grant Program and by uploading an Application, each Applicant represents and warrants that their entire Application:
(i) is wholly original;
(ii) has been legally obtained and/or created;
(iii) does not infringe the intellectual property, privacy or publicity rights or any other legal or moral rights of any third party or violate applicable laws, regulations or network standards;
(iv) the Application has not previously received any Grant through Sponsor;
(v) they have not granted or transferred any rights in or to the Application to any third party prior to the date of submission;
(vi) Applicant has not done anything which has impaired and will not do anything to impair the rights granted to Sponsor in any way;
(vii) Applicant acknowledges that, if applicable, they have secured written permission from all individuals identifiable in their photograph(s) and/or video included with their Application and further that such permission is extended to Sponsor for Sponsor’s use as set forth herein and in any manner it deems appropriate; and
(viii) the Application conforms to and complies with all of the Application requirements and rules set forth herein.
By submitting an Application, Applicant agrees to indemnify and hold harmless the Sponsor and its designated agents, their respective parents, and its and their subsidiaries, affiliates, successors, licensees, and assigns, and each of their directors, officers, agents, equity holders and employees (“Released Parties”), from and against any and all claims, losses, costs, damages, liabilities and costs and expenses (including reasonable attorneys' fees and costs) which arise out of any breach of this Agreement.
C. Grant Agreement.
The Grant Agreement will be as determined by Sponsor, in its sole and absolute discretion, and will require that potential Grant Recipients certify that implementing the usage of funds described in their Application will be in compliance with all laws, rules, regulations, statutes, Executive Orders, and regulations restricting or prohibiting U.S. persons from engaging in transactions and dealings with countries, entities, or individuals subject to economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. In addition to submitting a signed Grant Agreement, if selected as an Eligible Grant Recipient, organizations will need to submit the following:
1. A copy of latest 990 Form including financials (or audited financial statements for organizations that have not yet filed a 990, and if not contained in the latest 990 Form, evidence of a maximum of $15 million in annual revenue). Eligible Grant Recipients with less than $50,000 in receipts who have filed Form 990-N in lieu of Form 990 for the previous year need only submit a copy of their Form 990-N.
2. A copy of your 501(c)3 Determination Letter;
3. List of Staff and Board Members and their contact information;
4. List of five (5) references with contact information;
5. Written documentation satisfactory to Sponsor that any individual(s) (a) submitting the Applications on behalf of the organization, (b) entering into this Agreement and the Grant Agreement and (c) administering the Grant funds are legally authorized to do so by the organization;
6. Details about the proposed use of funds and a commitment to do so; and
7. Two letters of reference from third-parties.
The Sponsor, in its sole and absolute discretion, may request additional information and will decide how and when the Grant (or any portion thereof) is to be released to the Eligible Grant Recipient and which milestones need to be met before further portions of the Grant will be released to the Eligible Grant Recipient.
Applicants acknowledge that Sponsor may use commercially available tools and databases to conduct background checks and validate Eligible Grant Recipients’ ability to implement the idea described in their Application.
An Eligible Grant Recipient, and in the event an organization is the Eligible Grant Recipient, a person with signatory authority for such organization, will complete, sign and return within ten (10) days a Grant Agreement which will be issued by the Sponsor and which contains the terms and conditions for the awarding of the Grant as set forth in more detail in this Section. The Grant Agreement will be sent by e-mail to the e-mail address provided when Applicant created their Profile. If the Grant Agreement and any required documents are not returned within the required ten (10) days, or if any mail is returned to Sponsor as undeliverable mail without a forwarding address, the Grant may be forfeited in Sponsor's sole and absolute discretion, and Sponsor will not have any further responsibility to Applicant in connection with this Grant Program.
If an Eligible Grant Recipient is unwilling or unable to provide Sponsor with the agreed upon records, proof and other items to establish they have met milestones set forth in the Grant Agreement or if Sponsor determines, in its sole and absolute discretion, that the Eligible Grant Recipient is in breach of the Grant Agreement no further funds from the Grant will be provided to the Eligible Grant Recipient and the Sponsor will have no further obligation to the Eligible Grant Recipient. If Sponsor determines, in its sole and absolute discretion, that the Eligible Grant Recipient has misused the Grant, the Sponsor may refuse to provide further funds from the Grant. Sponsor reserves the right to cancel any Grant Agreement and to take any further action it desires, including demanding the return of any Grant funds distributed, if Sponsor determines, in its sole discretion, that Applicant engaged in or supported any fraudulent or unsportsmanlike activity at any time during the Grant Program Period or during the subsequent Grant Agreement period.
D. Limitations on Liabilities; Remedies.
By submitting an Application, Applicant agrees that:
a. any and all disputes, claims and causes of action arising out of or connected with their Application, the Grant Program and/or any Grant will be resolved individually, without resort to any form of class action;
b. any and all claims, judgments and awards will be limited to actual third-party, out-of-pocket costs incurred, but in no event will attorneys' fees be awarded or recoverable and Applicant knowingly and expressly waives all rights to seek such fees;
c. under no circumstances will Applicant be permitted to obtain any award for, and Applicant knowingly and expressly waives all rights to seek, punitive, incidental, consequential or special damages, lost profits and/or any other damages;
d. they irrevocably waive any right to seek injunctive or equitable relief; and
e. they release and hold harmless Released Parties from any and all claims that any commercial, advertising, presentation, web content or any other material subsequently produced, presented, and/or prepared by or on behalf of Sponsor infringes on the rights of Applicant as contained in any Application or otherwise.
Applicants acknowledge that under no circumstances will any Applicant or other third party be entitled to any compensation, reimbursement or consideration for efforts expended by that Applicant to promote that Applicant’s Application, The Give or Sponsor.
E. General Conditions. All Applicants and Voters must be registered on the Website. The name of the person/organization submitting the Application must be the name of the person/organization who registered on the Website with such email address, and the authorized account holder of such email address, otherwise, entry may be deemed void. In the event of dispute over the identity of a Applicant, an Application may be declared to have been made by the authorized registered user of the Website through which the Application was entered and potential Eligible Grant Recipient may be required to provide identification sufficient to show that he/she is the authorized account holder of such account.
If for any reason the Grant Program is not capable of being administered as planned, including without limitation, lack of sufficient number of Applicants and/or consumer votes to support the continuing of the Grant Program, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Grant Program, or for any reason Sponsor deems, in its sole and absolute discretion, that the Grant Program is not meeting the expected goals, Sponsor reserves the right to cancel, modify or terminate the Grant Program. Sponsor reserves the right to require an Eligible Grant Recipient to submit to a confidential background check to confirm eligibility and help ensure that the use of any such person in advertising or publicity for the Grant Program will not bring Sponsor into public disrepute, contempt, scandal or ridicule or reflect unfavorably on Sponsor, its agents or the Grant Program as determined by Sponsor in its sole and absolute discretion.
F. Charitable Solicitation Statutes Compliance.
Each party to this Agreement shall be responsible for complying with, at its own expense, that portion of any applicable federal, state, or municipal charitable solicitation statute, law, regulation, and/or ordinance that applies to the party. The parties agree that in the event this Agreement must be modified to satisfy the contract-text requirements of any applicable federal, state, or municipal charitable solicitation statute, law, regulation, or ordinance, Sponsor and Applicant shall amend this Agreement to both satisfies said statute, law, regulation, or ordinance and to contain terms as similar as possible to the terms of this Agreement; provided, however, that the parties shall not be required to amend this Agreement if the amendment would materially alter the rights or responsibilities of either party under this Agreement. If the Agreement cannot be amended without materially altering the rights and responsibilities of either party, the Agreement shall terminate as of a date mutually agreed upon by the parties.
This Agreement and its performance will be binding on Applicant, Voters and their heirs, administrators, executor, successors and assigns. The construction, validity, interpretation and enforceability of this Agreement and this Grant Program will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice of law or conflict of law rules. By submitting an Application, Applicants consent to the jurisdiction and venue of the federal, state and local courts located in Santa Barbara, California. Notwithstanding the foregoing, Applicant acknowledges that Sponsor may nonetheless: (a) obtain injunctive or other equitable relief from a court to enforce the provisions of this Agreement; and/or (b) bring an action in court to protect or interpret any of Sponsor's purported intellectual property rights. This Agreement is not be assignable by Applicant. Sponsor, its designated agents and their respective parents, successors and assigns, will have the unlimited right to assign this Agreement and the rights granted at any time, in whole or in part, to any party. Applicant will execute any documents (after being afforded a reasonable opportunity to review and/or confirm the same) and do any other acts as may be reasonably required by Sponsor to further evidence or effectuate Sponsor’s rights as set forth in this Agreement, and Applicant appoints Sponsor as their attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution and delegation, but only to execute any and all such documents, or perform such acts, which Applicant fails to execute (after being afforded a reasonable opportunity to review and/or confirm the same).
Each Applicant hereby represents and warrants that it is a tax-exempt entity pursuant to Section 501(c)(3) of the Internal Revenue Code. Since Applicants are required to be 501(c)(3) tax exempt organizations, it is the intent that all Grants be tax exempt, but Sponsor takes no responsibility or liability for any potential tax liabilities resulting from the Grant Program. Sponsor recommends that Applicants review their Application with their legal/tax advisor to determine their potential tax liability, if any, in connection with receiving a Grant as part of this Grant Program. If there is any tax liability, it will be the sole responsibility of Grant Recipient.
PO Box 9480
Salt Lake City, UT 84109